CORPUS CHRISTI LIQUEFIED NATURAL GAS PROJECT TERM LOAN FACILITY AGREEMENT CHENIERE CORPUS CHRISTI HOLDINGS, LLC, as Borrower, CORPUS CHRISTI LIQUEFACTION, LLC, CHENIERE CORPUS CHRISTI PIPELINE, L.P. and CORPUS CHRISTI PIPELINE GP, LLC, as Guarantors,...Term Loan Facility Agreement • May 13th, 2015 • Cheniere Energy Inc • Natural gas distribution • New York
CHENIERE CORPUS CHRISTI HOLDINGS, LLC, a limited liability company organized under the laws of the State of Delaware and headquartered in Houston, Texas (the “Borrower”),
AMENDMENT TO AMENDED AND RESTATED NOTE PURCHASE AGREEMENTNote Purchase Agreement • May 13th, 2015 • Cheniere Energy Inc • Natural gas distribution • New York
This AMENDMENT, dated as of March 16, 2015 (this “Amendment”), to Amended and Restated Note Purchase Agreement is entered into by and among CHENIERE CCH HOLDCO II, LLC, a Delaware limited liability company (“Issuer”), EIG MANAGEMENT COMPANY, LLC, a Delaware limited liability company, as administrative agent for the Note Holders (“Agent”) and each Person identified as a Note Purchaser on the signature pages hereto (the “Note Purchasers”).
EQUITY CONTRIBUTION AGREEMENT Dated as of May 13, 2015 among CHENIERE CORPUS CHRISTI HOLDINGS, LLC, and CHENIERE ENERGY, INC.Equity Contribution Agreement • May 13th, 2015 • Cheniere Energy Inc • Natural gas distribution • New York
This EQUITY CONTRIBUTION AGREEMENT (this “Agreement”), dated as of May 13, 2015, is between CHENIERE CORPUS CHRISTI HOLDINGS, LLC, a Delaware limited liability company (the “Company”), and CHENIERE ENERGY, INC., a Delaware corporation (“Parent”).
PLEDGE AGREEMENTPledge Agreement • May 13th, 2015 • Cheniere Energy Inc • Natural gas distribution • New York
This PLEDGE AGREEMENT, dated as of May 13, 2015 (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into by and among CHENIERE ENERGY, INC., a Delaware corporation (“Pledgor”), and The Bank of New York Mellon, a New York banking corporation, in its capacity as collateral agent for the Note Holders (together with its successors and permitted assigns in such capacity, “Collateral Agent”), and EIG Management Company, LLC, as administrative agent for the Note Holders (“Agent”).
AMENDMENT 2 TO AMENDED AND RESTATED NOTE PURCHASE AGREEMENTNote Purchase Agreement • May 13th, 2015 • Cheniere Energy Inc • Natural gas distribution
This Amendment 2 to Amended and Restated Note Purchase Agreement (this “Amendment”), dated as of May 8, 2015, with effect as of May 1, 2015 (the “Amendment Effective Date”), is entered into by and among CHENIERE CCH HOLDCO II, LLC, a Delaware limited liability company (“Issuer”), CHENIERE ENERGY, INC., a Delaware corporation (“Parent”), EIG MANAGEMENT COMPANY, LLC, a Delaware limited liability company, as administrative agent for the Note Holders (“Agent”), and the Required Note Holders party hereto.
PLEDGE AGREEMENT between CHENIERE CCH HOLDCO I, LLC, a Delaware limited liability company (Pledgor) and SOCIÉTÉ GÉNÉRALE, (the Security Trustee) Dated as of May 13, 2015Pledge Agreement • May 13th, 2015 • Cheniere Energy Inc • Natural gas distribution • New York
This PLEDGE AGREEMENT, dated as of May 13, 2015 (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), is entered into by and between CHENIERE CCH HOLDCO I, LLC, a limited liability company formed under the laws of the State of Delaware (“Pledgor”), and SOCIÉTÉ GÉNÉRALE, in its capacity as Security Trustee for the Secured Parties (together with its successors and permitted assigns in such capacity, the “Security Trustee”).
CHENIERE CCH HOLDCO II, LLC Registration Rights AgreementRegistration Rights Agreement • May 13th, 2015 • Cheniere Energy Inc • Natural gas distribution • New York
Cheniere CCH HoldCo II, LLC, a Delaware limited liability company (the “Issuer”), proposes to issue and sell (the “Initial Placement”) to the Purchasers (defined below), convertible senior secured promissory notes (the “Notes”), upon the terms set forth in the Amended and Restated Note Purchase Agreement, among the Issuer, Cheniere Energy, Inc., a Delaware corporation (the “Company”), solely for purposes of acknowledging and agreeing to Section 9 thereof, EIG Management Company, LLC, a Delaware limited liability company, as administrative agent for the holders of the Notes (“Agent”), the note purchasers party thereto (the “Purchasers”), and The Bank of New York Mellon, as collateral agent for the holders of the Notes, dated as of March 1, 2015 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Amended and Restated Note Purchase Agreement”). In certain circumstances as set forth in the Amended and Restated Note Purchase Agreement, upon an excha
Form of Initial Note FORM OF FACE OF INITIAL NOTEInitial Note • May 13th, 2015 • Cheniere Energy Inc • Natural gas distribution
THE NOTES REPRESENTED HEREBY, AND ANY SHARES OF PARENT COMMON STOCK ISSUABLE UPON CONVERSION THEREOF, HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED, HEDGED OR OTHERWISE TRANSFERRED, EXCEPT IN ACCORDANCE WITH THE AGREEMENT DEFINED ON THE REVERSE HEREOF AND (1) (X) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND A CURRENT PROSPECTUS, (Y) IN ACCORDANCE WITH RULE 144 UNDER THE SECURITIES ACT, OR (Z) PURSUANT TO ANOTHER APPLICABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND (2) WITH THE ISSUER’S PRIOR WRITTEN CONSENT AS AND TO THE EXTENT PROVIDED IN SUBSECTION 12.1.A OF THE AGREEMENT. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. ANY TRANSFEREE, BY ITS ACCEPTANCE OF THIS NOTE, AGREES TO BE BOUND BY AND ADHERE TO THE OBLIGATIONS OF THE NOTE HOLDERS UNDER THE AGREEMENT, INCLUDING SUBSE
